Brainspark PLC
11 August 2005
FOR IMMEDIATE RELEASE 11 August 2005
BRAINSPARK PLC
('Brainspark' or the 'Company')
Potential financing and sale of the Company's investment in Geosim Systems Ltd
('Geosim')
The Company announces that, together with Geosim and the other shareholders in
Geosim, it has entered into heads of terms with a US private equity firm, (the
'Firm') (the 'Geosim Agreement').
The Company holds a 50.1 per cent. stake in Geosim, which is shown at a value of
£1,375,000 in the Company's accounts as at 31 December 2004 after a three years'
goodwill amortisation from an historic valuation of approximately £3,393,000.
The Geosim Agreement provides that the Firm will be retained to work with Geosim
over a 12 month period starting on 9 August 2005 (the 'Exclusive Period'). The
Firm's remuneration is geared to its success in finding persons wishing to
invest in Geosim or license Geosim's products.
On signature of formal documentation, the Firm has agreed to pay Geosim
US$240,000 in respect of the first three calendar months of the Exclusive Period
(the 'Pre-Payment'). The Firm has further agreed to pay Geosim an additional
US$80,000 for each of the next six months, for a total of US$720,000, including
the Pre-Payment (the 'Exclusivity Payment').
In addition, exclusivity on videogames applications will be granted to a new
company, a third of whose equity will be owned by the Firm, subject to the Firm
bringing material business within one year after the end of the Exclusive
Period.
The Exclusivity Payment will be converted into equity at a valuation to be
agreed, to be not less than US$10,000,000.
Subject to a number of conditions and formal documentation the Company has
granted the Firm the right to acquire 50 per cent of the Company's stake in
Geosim for $6,262,500.
There can be no assurance that the Firm will exercise its right to purchase 50
per cent. of the Company's stake in Geosim and a further announcement will be
made in due course.
ENDS
Further information
Francesco Gardin, Brainspark PLC 0039 0228 0141
Roland Cornish, Beaumont Cornish Limited 020 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
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